Exhibit
4.3

    
      
 

       

      


       

      Rules

       

      of

       

      The Millicom International Cellular
S.A.

       

      2007 Long Term Incentive
Plan

       

      


       

      


       

      


       

      


       

      


       

      Approved by a resolution of the Board of
Directors

       

      on 15 March 2007

       

      


       

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
 

       

      Contents

       

       

      
        
          	
                  1

                	
                  Interpretation

                	
                  1

                
	
                  2

                	
                  Grants under the Performance Share
      Plan

                	
                  3

                
	
                  3

                	
                  Grants under the Co-investment
      Plan

                	
                  5

                
	
                  4

                	
                  Performance
      Conditions

                	
                  8

                
	
                  5

                	
                  Vesting

                	
                  9

                
	
                  6

                	
                  Cessation of
      employment

                	
                  9

                
	
                  7

                	
                  Corporate
      events

                	
                  11

                
	
                  8

                	
                  Lapse of
    Award

                	
                  12

                
	
                  9

                	
                  Variation of share
      capital

                	
                  12

                
	
                  10

                	
                  Share capital
      limit

                	
                  13

                
	
                  11

                	
                  Shares issued under
      Plan

                	
                  13

                
	
                  12

                	
                  Tax and social security
      withholding

                	
                  13

                
	
                  13

                	
                  Contractual
      rights

                	
                  14

                
	
                  14

                	
                  Administration

                	
                  14

                
	
                  15

                	
                  Amendments

                	
                  15

                
	
                  16

                	
                  Notices

                	
                  16

                
	
                  17

                	
                  Governing law and
      jurisdiction

                	
                  16

                
	
                  18

                	
                  Termination of
      Plan

                	
                  16

                
	
                  First Schedule: the Performance
      Conditions for Performance Awards

                	 
    
	
                  Second Schedule: the Performance
      Conditions for Matching Awards granted to employees of the
      Company

                	 
    
	
                  Third Schedule: the Performance
      Conditions for Matching Awards granted to employees of Colombia Movil S.A.
      ESP

                	 
    
	
                  Fourth Schedule: the Performance
      Conditions for Matching Awards granted to employees of Oasis
      S.P.R.L.

                	 
    


        

      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
 

       

      Rules
of the Millicom
International Cellular S.A. 2007
Long
Term Incentive Plan

       

      
        	
                1

              	
                Interpretation

              


      

       

      1.1       Definitions

       

      In these Rules,
unless the context otherwise requires, the following words and expressions have
the meanings indicated below.

       

      
        	
                Adoption
    Date

              	 	
                the date on which the Plan is
      adopted by the Board;

              
	 	 	 
	
                Announcement
      Date

              	 	
                the date on which the Company
      announces its annual or half-yearly results;

              
	 	 	 
	
                Award

              	 	
                a Performance Share Award or a
      Matching Share Award;

              
	 	 	 
	
                Award
    Agreement

              	 	
                the agreement entered into by the
      Company and an Eligible Employee in respect of the grant of an
      Award;

              
	 	 	 
	
                Board

              	 	
                the board of directors of the
      Company or a duly authorised committee thereof;

              
	 	 	 
	 	 	 
	
                Co-investment
      Plan

              	 	
                the sub-plan of the Plan which
      provides for the acquisition of Investment Shares by or on behalf of
      Eligible Employees and for the grant of Matching Share Awards to those
      Eligible Employees;

              
	 	 	 
	
                Colombia

              	 	
                Colombia Movil S.A. ESP, the
      Company’s subsidiary in Colombia;

              
	 	 	 
	
                Company

              	 	
                Millicom International Cellular
      S.A., incorporated under the laws of Luxembourg, registered with the
      Luxembourg Register of Trade and Companies under number B 40630, having
      its registered office located at 15, rue Léon Laval, L-3372 Leudelange,
      Luxembourg;

              
	 	 	 
	
                Control

              	 	
                in relation
      to a company, means the power of a person to secure:

                 

                (a)       
      by means of the
      holding of shares or the possession of voting power in or in relation to
      that or any other company, whether directly or indirectly,
      or

                 

                (b)       
      by virtue of any
      powers conferred by the articles of association or other document
      regulating that or any other company, or by contract or
      otherwise,

                 

                that the
      affairs of that company are conducted in accordance with the wishes of
      that person;

              
	 	 	 
	
                Controlling
      Shareholder

              	 	
                Investment AB
      Kinnevik and any of its subsidiaries or affiliates which Control the
      Company;

              
	 	 	 
	
                Eligible
      Employee

              	 	
                a director (other than a
      non-executive director) or a bona–fide employee of any member of the
      Group;

              
	 	 	 
	
                Grant Date

              	 	
                the date on which the Award
      Agreement entered into by and between the Company and an Eligible
      Employee  is
effective;

              


      

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

       

       

      
        	
                Group

              	 	
                the Company and any company under
      the Control of the Company (including joint Control with another company)
      from time to time and “member of the
      Group” shall be
      construed accordingly;

              
	 	 	 
	
                Investment
    Date

              	 	
                the date on which Investment
      Shares are acquired by or on behalf of an Eligible
      Employee;

              
	 	 	 
	
                Investment
      Share

              	 	
                a Share acquired by or on behalf
      of an Eligible Employee or pledged by an Eligible Employee under the
      Co-investment Plan;

              
	 	 	 
	
                Market
Value

              	 	
                of a Share on any day, the closing
      price of a Share as quoted on the Nasdaq Stock Market for the dealing day
      immediately preceding such day or, if the Board so decides, an amount
      equal to the average of the closing prices of a Share, as so quoted, for
      the three dealing days immediately preceding such
    day;

              
	 	 	 
	
                Matching Share
      Award

              	 	
                a conditional right to acquire
      Shares granted by the Company under Rule 3 to match an Investment
      Share;

              
	 	 	 
	
                Oasis

              	 	
                Oasis S.P.R.L., the Company’s
      subsidiary in the Democratic Republic of Congo;

              
	 	 	 
	
                Participant

              	 	
                an individual who holds a
      subsisting Award or, where the context permits, his legal personal
      representatives;

              
	 	 	 
	
                Performance
      Conditions

              	 	
                the performance conditions which
      determine the extent of Vesting of an Award;

              
	 	 	 
	
                Performance
      Period

              	 	
                the period determined by the Board
      and specified in the Award Agreement over which the Performance Conditions
      normally apply;

              
	 	 	 
	
                Performance Share
      Award

              	 	
                a conditional right to acquire
      Shares granted by the Company under Rule 2;

              
	 	 	 
	
                Performance Share
      Plan

              	 	
                the sub-plan of the Plan which
      provides for the grant of Performance Share Awards to Eligible
      Employees;

              
	 	 	 
	
                Plan

              	 	
                the Millicom International
      Cellular S.A. 2007 Long Term Incentive Plan constituted by these Rules as
      amended from time to time;

              
	 	 	 
	
                Shares

              	 	
                common shares in the capital of
      the Company with a par value of US $1.50 each, or any securities
      representing them;

              
	 	 	 
	
                Unrestricted
      Shares

              	 	
                Shares owned by an Eligible
      Employee, including Shares which he has acquired through any employee
      share plan operated by the Company, but excluding any Shares which are
      still subject to restrictions under the terms of any such employee share
      plan and any Shares which are currently Investment
      Shares;

              
	 	 	 
	
                Variation

              	 	
                any material variation of the
      share capital of the Company, including but without limitation a
      capitalisation issue, rights issue, bonus issue, rights offer and a sub
      division, consolidation or reduction in the capital of the
      Company;

              
	 	 	 
	
                Vest

              	 	
                a Participant becoming, in
      accordance with these Rules,


              


      

       

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      
        	 	 	
                entitled to the Shares subject to
      an Award and “Vested” and “Vesting” shall be construed accordingly;
      and

              
	 	 	 
	
                Vesting
Date

              	 	
                the date when an Award normally
      Vests, as stated on the Award Agreement, or such earlier date when the
      Award Vests pursuant to Rule 6 or
7.

              


      

       

       

      1.2       Construction

       

      In these Rules, unless otherwise
specified:

       

      
        	
                (a)

              	
                the contents
      and headings are inserted for ease of reference only and do not affect
      their interpretation;

              


      

       

      
        	
                (b)

              	
                save as
      provided for by law a reference to writing includes any mode of
      reproducing words in a legible form and reduced to paper or electronic
      format or communication including, for the avoidance of doubt,
      correspondence via e-mail;

              


      

       

      
        	
                (c)

              	
                the singular
      includes the plural and vice-versa and the masculine includes the
      feminine; and

              


      

       

      
        	
                (d)

              	
                a reference
      to a statutory provision includes any statutory modification, amendment or
      re-enactment thereof.

              


      

       

      
        	
                2

              	
                Grants
      under the Performance Share Plan

              


      

       

      2.1       Grant
offer

       

      Subject to these
Rules, the Board shall determine in its absolute discretion when an offer for
the grant of Performance Share Awards shall be made, the Eligible Employees to
whom such offer shall be made and the terms governing the offer for the grant of
such Awards.

       

      2.2       Timing
of offer for grants

       

      The Board may make
an offer for the grant a Performance Share Award to an Eligible Employee within
the period of 42 days following the Adoption Date and thereafter:

       

      
        	
                (a)

              	
                during the 42
      days commencing on the dealing day following an Announcement Date;
      or

              


      

       

      
        	
                (b)

              	
                at any time
      when the Board considers that exceptional circumstances exist which
      justify the granting of an Award

              


      

       

      PROVIDED THAT no
offer for the grant of a Performance Share Award may be made after the Plan has
terminated, as provided in Rule 18.

       

      2.3       Individual
limit

       

      No offer for the
grant of a Performance Share Award shall be made to an Eligible Employee if as a
result:

       

      
        	
                (a)

              	
                the aggregate
      Market Value of the Shares subject to all Performance Share Awards to be
      granted to him during the same financial year of the Company under the
      Plan

              


      

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

       

      
        (taking the Market
Value at the Grant Date for each Award) would exceed 200 per cent of his annual
rate of base salary, or

      

       

      
        	
                (b)

              	
                the share
      capital limit in Rule 10 would be
exceeded.

              


      

       

      2.4       Procedure
for grant of Awards and Grant Date

       

      The decision to
make an offer for the grant of Performance Share Awards shall be taken by a
resolution passed by the Board.

       

      As soon as
reasonably practicable after the Board has resolved to make an offer for the
grant of a Performance Share Award to an Eligible Employee, the Company shall
inform such Eligible Employee by a notice in writing of such offer.

       

      The notice referred
to in the above paragraph shall at least include (i) the execution copy of the
Award Agreement, duly signed by the Company, and (ii) the date by which the
Eligible Employee must accept the offer, which shall be not less than 14 and not
more than 28 days after the notice has been given to the Eligible Employee (as
determined in accordance with Rule 16.1). If the offer for the grant of the
Performance Share Award is not accepted before or on the last day of the period
set out in the notice, such offer shall lapse at the end of this
period.

       

      The acceptance of
the offer for the grant of a Performance Share Award by the Eligible Employee
shall be made by executing the Award Agreement referred to in the above
paragraph. The acceptance of the offer shall be deemed to occur on the date on
which the fully executed copy of the Award Agreement is received by the Company
in accordance with Rule 16.3.

       

      2.5       Contents
of Award Agreement

       

      An Award Agreement
for a Performance Share Award shall:

       

      
        	
                (i)

              	
                be subject to
      the relevant terms and conditions set forth in these
  Rules;

              


      

       

      
        	
                (ii)

              	
                specify the
      following:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the Grant
      Date;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the number of
      Shares subject to the Award;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the date on
      which the Award will normally Vest, which shall not be earlier than three
      years after the date on which the Board resolved to grant the Award under
      Rule 2.4; and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      Performance Period, the Performance Conditions and any further conditions
      applicable to the Award; and

              


      

       

      
        	
                (iii)

              	
                be subject to
      such terms and conditions, as the Board may determine from time to
      time.

              


      

       

      The terms and
conditions of an Award Agreement for a Performance Share Award shall be
consistent with the terms and conditions specifically required under these
Rules.

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

       

      2.6       Right
to refuse Awards

       

      In the event that
an Eligible Employee to whom an offer for the grant of a Performance Share Award
is made does not accept such offer for whatever reason within the period set out
in the notice sent by the Company in accordance with Rule 2.4, the Award shall
automatically and without exception be treated, for the purpose of the Plan, as
never having been granted. For the avoidance of doubt, no consideration shall be
due from the Company to the Eligible Employee for any such refusal or omission
to accept within the required timeframe.

       

      2.7       Awards
non-transferable

       

      A Performance Share
Award shall be personal to the Participant and, subject to Rule 6.2, shall not
be capable of being transferred, charged or otherwise alienated and shall lapse
immediately if the Participant purports to transfer, charge or otherwise
alienate the Award.

       

      2.8       Participant’s
rights over Shares subject to Performance Share Award

       

      For the avoidance
of doubt, a Participant shall not become the legal or beneficial owner of the
Shares subject to his Performance Share Award until such Shares are issued or
transferred to him (or his nominee) by or on behalf of the Company, and until
that date the Participant shall not be entitled to any voting, dividend,
transfer or other rights attaching to the Shares subject to such
Award.

       

      
        	
                3

              	
                Grants
      under the Co-investment Plan

              


      

       

      3.1       Invitation
decisions

       

      Subject to these
Rules, the Board shall determine in its absolute discretion when invitations to
participate in the Co-investment Plan shall be issued, the Eligible Employees to
whom such invitations shall be issued and the terms governing such
invitations.

       

      3.2       Timing
of invitations

       

      The Board may
resolve to issue invitations under Rule 3.1 within the period of 42 days
following the Adoption Date and thereafter:

       

      
        	
                (a)

              	
                during the 42
      days commencing on the dealing day following an Announcement Date;
      or

              


      

       

      
        	
                (b)

              	
                at any time
      when the Board considers that exceptional circumstances exist which
      justify issuing such invitations

              


      

       

      PROVIDED THAT no
resolution to issue such invitations may be made after the Plan has terminated,
as provided in Rule 18.

       

      3.3       Individual
limits

       

      The maximum
aggregate Market Value of Investment Shares which may be acquired by an Eligible
Employee during any financial year of the Company, taking the Market Value at
the Investment Date, is an amount equivalent to 75 per cent of the Eligible
Employee’s annual rate of base salary on the Investment Date.

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

      The maximum number
of Shares which may be subject to any Matching Share Award is three times the
number of Investment Shares which are being matched by the Award.

       

      3.4       Procedure
for invitations

       

      As soon as
reasonably practicable after the Board has resolved to issue invitations under
Rule 3.1, the Company shall send invitations to participate in the Co-investment
Plan to each Eligible Employee selected by the Board.  Each invitation
shall state:

       

      
        	
                (a)

              	
                the maximum
      value, in US dollars, of Investment Shares which the Eligible Employee is
      being invited to acquire;

              


      

       

      
        	
                (b)

              	
                the minimum
      value, in US dollars, of Investment Shares which the Eligible Employee is
      being invited to acquire, which shall be half of the maximum
      value;

              


      

       

      
        	
                (c)

              	
                the date by
      which the Eligible Employee must accept the offer for Investment Shares
      and Matching Share Awards, which shall be not less than one month and not
      more than three months after the date of the
  invitation;

              


      

       

      
        	
                (d)

              	
                the
      anticipated Investment Date, on which the Investment Shares will be
      acquired, which shall be as soon as practicable after the offer acceptance
      date in (c) above and any undertaking from the Eligible Employee which is
      deemed necessary to give effect to Rule 3.10;
  and

              


      

       

      
        	
                (e)

              	
                the maximum
      ratio of Shares subject to the Matching Share Award to the number of
      Investment Shares to be acquired by the Eligible
  Employee.

              


      

       

      Subject thereto, an
invitation shall be in such form as the Board may determine from time to
time.

       

      The Company shall
send to the Eligible Employee, together with the invitation, (i) a final draft
of the Award Agreement for the Matching Share Award and (ii) any other documents
which are required for the purpose of the acquisition of the Investment Shares,
such as a subscription form or a transfer form.

       

      3.5       Procedure
for acceptance and acquisition of Investment Shares

       

      An Eligible
Employee may accept the invitation to participate in the Co-Investment Plan,
with respect to the acquisition of Investment Shares, by completing and
executing a subscription form or transfer form (as applicable) referred to in
Rule 3.4 specifying in particular the value of the Investment Shares which he
wishes to acquire and send the Company a payment of such amount.

       

      If such invitation
is not accepted by the Eligible Employee on or before the date specified in
accordance with paragraph (c) of Rule 3.4, the invitation shall
lapse.

       

      The acceptance of
such invitation shall be deemed to occur on the date on which the executed
subscription form or transfer form (as applicable) is received by the Company in
accordance with Rule 16.3.

       

      Upon acceptance of
the invitation, the Eligible Employee shall pay to the Company the amount
representing the value of the Investment Shares that has been included by the
Eligible Employee in the subscription form or the transfer form in accordance
with these 

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

       

      Rules.  Alternatively,
the Eligible Employee may pledge or otherwise secure the same number of
Unrestricted Shares, so that they can be designated as Investment Shares for the
purpose of the Co-investment Plan.

       

      If the Company has
received payment of the required amount to acquire Investment Shares on or
before the date specified in accordance with paragraph (c) of Rule 3.4, the
Company shall on the Investment Date issue to the Eligible Employee, or procure
the transfer to the Eligible Employee of, the maximum number of Shares which can
be acquired with such payment at the Market Value on the Investment
Date.

       

      3.6       Procedure
for grant of Awards and Grant Date

       

      An Eligible
Employee shall accept the invitation to participate in the Co-Investment Plan
with respect to the grant of Matching Share Awards by completing and executing
the final draft Award Agreement for the Matching Share Awards.

       

      If the invitation
to participate in the Co-Investment Plan with respect to the grant of Matching
Share Awards is not accepted before or on the date specified in accordance with
paragraph (c) of Rule 3.4 in the invitation, such invitation shall lapse as of
this date.

       

      The acceptance of
the invitation to participate in the Co-Investment Plan with respect to the
grant of Matching Share Awards by the Eligible Employee shall be deemed to occur
on the date on which the Award Agreement, duly executed by the Eligible
Employee, is received by the Company in accordance with Rule 16.3.

       

      3.7       Contents
of Award Agreement

       

      An Award Agreement
for a Matching Share Award shall:

       

      
        	
                (i)

              	
                be subject to
      the relevant terms and conditions under the
  Plan;

              


      

       

      
        	
                (ii)

              	
                specify the
      following:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the Grant
      Date;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the number of
      Shares subject to the Award;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the date on
      which the Award will normally Vest, which shall not be earlier than three
      years after the date when the Board resolved to issue invitations under
      Rule 3.1; and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      Performance Period, the Performance Conditions and any further conditions
      applicable to the Award, including possible forfeiture in accordance with
      Rule 3.10.

              


      

       

      
        	
                (iii)

              	
                be subject to
      such terms and conditions as the Board may determine from time to
      time.

              


      

       

      The terms and
conditions of an Award Agreement for a Matching Share Award shall be consistent
with the terms and conditions specifically required under these
Rules.

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

       

       

      3.8       Right
to renounce Awards

       

      In the event that
an Eligible Employee to whom an offer for the grant of a Matching Share Award is
made does not accept such offer for whatever reason before or on the date
specified in accordance with paragraph (c) of Rule 3.4, the Award shall
automatically and without exception be treated, for the purpose of the Plan, as
never having been granted. For the avoidance of doubt, no consideration shall be
due from the Company to the Eligible Employee for any such refusal or omission
to accept within the required timeframe.

       

      3.9       Awards
non-transferable

       

      A Matching Share
Award shall be personal to the Participant and, subject to Rule 6.2, shall not
be capable of being transferred, charged or otherwise alienated and shall lapse
immediately if the Participant purports to transfer, charge or otherwise
alienate the Award.

       

      3.10      Effect
of transfer of Investment Shares

       

      If a Participant
transfers, charges or otherwise alienates any of his Investment Shares (except
as provided in the second paragraph of this Rule 3.10) before the Vesting Date
for the corresponding Matching Share Award, his rights under such Matching Share
Award shall lapse immediately to the extent that the Shares subject to the
Matching Share Award matched such Investment Shares.

       

      The Company may
take whatever measures it considers appropriate to determine whether or not the
Investment Shares continue to be owned by the Participant throughout the period
between the Investment Date and such Vesting Date, including the retention of
the relevant share certificate or requiring the Participant to transfer the
Investment Shares to a trust or other intermediary as nominee.  Any
such measures shall not affect the Participant’s right to exercise the rights of
a shareholder, including dividend and voting rights, in respect of such
Investment Shares, through such trust or other intermediary as
nominee.

       

      3.11     Participant’s
rights over Shares subject to Matching Share Award

       

      For the avoidance
of doubt, a Participant shall not become the legal or beneficial owner of the
Shares subject to his Matching Share Award until such Shares are issued or
transferred to him (or his nominee) by or on behalf of the Company, and until
that date the Participant shall not be entitled to any voting, dividend,
transfer or other rights attaching to the Shares subject to such
Award.

       

      
        	
                4

              	
                Performance
      Conditions

              


      

       

      4.1       Imposition
of Performance Conditions

       

      On the grant of a
Performance Share Award or a Matching Share Award, the Board shall impose
Performance Conditions and any further conditions on Vesting which the Board
determines to be appropriate.  Such conditions shall be set out in, or
attached in the form of a schedule to, the Award Agreement.  The
Performance Conditions for the first Performance Share Awards following the
Adoption Date shall be those set out in the First Schedule to these
Rules.  The Performance Conditions for the first Matching Share Awards
following the Adoption Date shall be those set out in either the Second, Third
or Fourth Schedule to these Rules, depending on the Participant’s employing
company.  The Board may change the Performance Conditions for future
Awards provided that they remain challenging and are aligned with the interests
of the Company’s shareholders.

       

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

       

      4.2       Substitution,
variation or waiver of Performance Conditions

       

      If an event occurs
which causes the Board to consider that the Performance Conditions or any
further conditions imposed under Rule 4.1 subject to which an Award has been
granted are no longer appropriate, the Board may substitute, vary or waive the
terms and conditions of the Award Agreement with respect to the Performance
Conditions or the further conditions in such manner as:

       

      
        	
                (a)

              	
                is reasonable
      in the circumstances; and

              


      

       

      
        	
                (b)

              	
                except in the
      case of waiver, produces a fairer measure of performance and is not
      materially less difficult to satisfy than were the Performance Conditions
      immediately before such event
occurred.

              


      

       

      The Award shall
then take effect subject to terms and conditions of the Award Agreement with
respect to the Performance Conditions or the further conditions as so
substituted, varied or waived.

       

      4.3       Notification
of Participants

       

      The Company shall,
as soon as reasonably practicable, notify each Participant concerned of any
substitution, variation or waiver of the Performance Conditions or further
conditions made by the Board under Rule 4.2 and explain how it affects his
Award.

       

      
        	
                5

              	
                Vesting

              


      

       

      5.1       Vesting
of Awards

       

      Subject to Rules 6
and 7, an Award shall Vest on the normal Vesting Date specified on the Award
Agreement.  The number of Shares in respect of which the Award Vests
shall be determined by the Board as soon as practicable in accordance with the
Performance Conditions and any further conditions imposed under Rule 4.1, in
their original form or as substituted or varied from time to
time.  The Participant shall become irrevocably entitled to the Shares
subject to an Award to the extent that the Award has Vested.  To the
extent that the Award has not Vested, it shall lapse immediately.

       

      5.2       Delivery
of Shares

       

      Subject to any
necessary consents, the execution of any relevant agreements or documents by the
Participant, as determined by the Board, and to compliance by the Participant
with these Rules and the terms of the Award Agreement, the Company shall, as
soon as reasonably practicable and in any event not later than 30 days after the
Vesting Date of an Award, issue to the Participant, or procure the transfer to
the Participant of, the number of Shares in respect of which the Award has
Vested.

       

      
        	
                6

              	
                Cessation
      of employment

              


      

       

      6.1       General
rule

       

      Subject to the
remainder of this Rule 6, an Award may Vest only while the Participant holds an
office or employment within the Group and, if a Participant ceases to hold any
such office or employment, any Award granted to him which has not Vested shall
lapse immediately.  Except where such cessation is for one of the
reasons mentioned in Rule 6.2 or 6.3, the Participant shall be deemed to cease
to hold such office or employment on the date when he or his employer gives
written notice of such cessation.

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

       

       

      6.2       Death

       

      Notwithstanding
Rules 5.1 and 6.1, if a Participant dies before his Award has Vested the Award
shall Vest immediately.  The number of Shares in respect of which the
Award Vests shall be determined by the Board as soon as practicable taking
account of the Performance Conditions and any other conditions imposed under
Rule 4.1 and shall be reduced pro rata to the proportion of the Performance
Period which has elapsed at the date of the Participant’s death.

       

      The Company shall
issue or procure the transfer to the Participant’s legal personal
representatives in accordance with Rule 5.2 the number of Shares in respect of
which the Award has Vested.

       

      6.3       Injury,
disability, retirement etc

       

      Notwithstanding
Rules 5.1 and 6.1, if a Participant ceases to hold any office or employment
within the Group before his Award has Vested by reason of:

       

      
        	
                (a)

              	
                injury, ill
      health or disability;

              


      

       

      
        	
                (b)

              	
                early
      retirement;

              


      

       

      
        	
                (c)

              	
                retirement at
      or after the age at which he is entitled to retire under the applicable
      legislation;

              


      

       

      
        	
                (d)

              	
                the
      Participant being employed by a company which ceases to be a member of the
      Group;

              


      

       

      
        	
                (e)

              	
                the
      Participant being employed in an undertaking or part of an undertaking
      which is transferred to a person who is not a member of the Group;
      or

              


      

       

      
        	
                (f)

              	
                any other
      special circumstances, at the discretion of the
  Board

              


      

       

      the Award shall
Vest on a date determined by the Board, which shall be no earlier than the date
of such cessation and no later than the normal Vesting Date specified in the
Award Agreement.  The number of Shares in respect of which the Award
Vests shall be determined by the Board as soon as practicable taking account of
the Performance Conditions and any other conditions imposed under Rule 4.1 and
shall be reduced pro rata to the proportion of the Performance Period which has
elapsed at the date of such cessation.

       

      The Company shall
issue to the Participant, or procure the transfer to the Participant of, the
number of Shares in respect of which the Award has Vested, in accordance with
Rule 5.2.

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

         

      

      
        	
                7

              	
                Corporate
      events

              


      

       

      7.1       General
offer for Company

       

      Notwithstanding
Rule 5.1 but subject to Rule 7.2, if in the judgement of the Board a person (or
persons acting in concert) obtains Control of the Company, all Awards shall Vest
with effect immediately before such change of Control occurs.  The
number of Shares in respect of which each Award Vests shall be determined by the
Board as soon as practicable taking account of the Performance Conditions and
any other conditions imposed under Rule 4.1 and shall be reduced pro rata to the
proportion of the Performance Period which has elapsed at the date when such
Control is obtained.

       

      If the change of
Control is made by way of the absorption of the Company by another company or
entity, by means of a legal merger or otherwise, the Board may resolve that an
Award shall not Vest in accordance with the previous paragraph but the Board
shall instead procure that the Award be replaced by the grant of an award over
shares in such company or entity, which, in the opinion of the Board, is
substantially equivalent, in value and in terms and conditions, to the Award, it
being understood that such undertaking shall be assigned to the absorbing
company or entity.

       

      If all or
substantially all the assets and liabilities of the Company are transferred to
one (or more) company or entity, which is not under the Control of the
Controlling Shareholder, the Board may resolve that all Awards shall Vest in
accordance with the first paragraph of this Rule 7.1.  Alternatively,
the Board may resolve that an Award shall not Vest but that instead it shall
procure that the Award be replaced by the grant of an award over shares in such
other company or entity, which, in the opinion of the Board, is substantially
equivalent, in value and in terms and conditions, to the Award, it being
understood that such undertaking shall be assigned to the absorbing company or
entity.

       

      The Company shall
issue to the Participant, or procure the transfer to the Participant of, the
number of Shares in respect of which the Award has Vested, in accordance with
Rule 5.2.

       

      7.2       Reorganisation
not involving a change in Control

       

      If as a consequence
of a reorganisation, (i) a company (or a similar entity) owns more than 90 per
cent of the Shares of the Company, and (ii) the Controlling Shareholder still
has Control of the Company, the Board may resolve that all Awards shall Vest
immediately in accordance with the terms of Rule 7.1. If all the Awards do not
Vest immediately, the Board shall procure that all the Awards be replaced by the
grant of an awards over shares in the company (or similar entity) owning more
than 90 per cent of the Shares of the Company, which, in the opinion of the
Board, is substantially equivalent, in value and in terms and conditions, to the
Awards.

       

      In the event that
as a consequence of a reorganisation, (i) (a) the Company is absorbed by another
company by means of a legal merger or otherwise or (b) the Company is divided
into two or more companies (or similar entities) by means of a legal de-merger,
a contribution of all its assets and liabilities or otherwise, (ii) the Award
Agreements are assigned to any of this/these companies or other entities and
(iii) the Controlling Shareholder has Control of this/these companies or other
entities, the Board shall procure that all the Awards be replaced by the grant
of an award over shares in this/these company or entity, which, in the opinion
of the Board, is substantially equivalent, in value and in term and conditions,
to the Awards, it being understood that such undertaking shall be assigned to
this/these company or entity by the Company together with its assets and
liabilities.

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

         

      

      7.3       Notification
of Participants

       

      The Board shall, as
soon as reasonably practicable, notify each Participant of the occurrence, or
the likely occurrence, of any of the events referred to in this Rule 7 and
explain how this affects his Award.

       

      
        	
                8

              	
                Lapse
      of Award

              


      

       

      An Award shall
lapse on the earliest of:

       

      
        	
                (a)

              	
                the Board
      determining that the Performance Conditions or any further conditions
      imposed under Rule 4.1 have been satisfied neither in whole nor in part in
      relation to the Award and can no longer be satisfied either in whole or in
      part;

              


      

       

      
        	
                (b)

              	
                subject to
      Rule 6, the Participant ceasing to hold an office or employment within the
      Group;

              


      

       

      
        	
                (c)

              	
                the
      replacement of the Award under Rule 7 (for the avoidance of doubt, this
      paragraph will not cause any replacement award to
  lapse);

              


      

       

      
        	
                (d)

              	
                the date on
      which a resolution is passed or an order is made by the court for the
      winding up of the Company;

              


      

       

      
        	
                (e)

              	
                the date on
      which the Participant becomes bankrupt, enters into a compromise with his
      creditors generally or purports to transfer, charge or otherwise alienate
      the Award; and

              


      

       

      
        	
                (f)

              	
                in the case
      of a Matching Share Award, if the Participant transfers, charges or
      otherwise alienates the corresponding Investment Shares before the Vesting
      Date of the Matching Share Award.

              


      

       

      For the avoidance
of doubt, the rights of the Participant over his corresponding Investment Shares
shall not be affected by the lapse of a Matching Share Award.  Any
measures taken by the Company under Rule 3.10, to determine whether the
Investment Shares continue to be beneficially owned, shall not apply after such
lapse.

       

      
        	
                9

              	
                Variation
      of share capital

              


      

       

      9.1       Power
to amend Award

       

      In the event of a
Variation or the payment of a special dividend by the Company, the terms of the
Award Agreement with respect to the number of Shares subject to an Award may be
amended in such manner as the Board shall determine to be fair and reasonable,
having consulted the Company’s professional advisers as
appropriate.

       

      9.2       Notification
of Participants

       

      The Board shall, as
soon as reasonably practicable, notify each Participant of any adjustment made
under this Rule 9 and explain how this affects his Award.

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

         

      

      
        	
                10

              	
                Share
      capital limit

              


      

       

      10.1     Limit
to number of new Shares

       

      An Award may not be
granted if the result would be that the aggregate number of Shares issued or
issuable under Awards granted under the Plan, between the Adoption Date and its
termination under Rule 18, would exceed 5 million (adjusted for any Variations
during that period).

       

      10.2     Clarification
of limit

       

      For the purpose of
the limits contained in Rule 10.1:

       

      
        	
                (a)

              	
                there shall
      be disregarded any Shares which have been purchased, or the Board has
      determined will be purchased, in order to satisfy an
  Award;

              


      

       

      
        	
                (b)

              	
                there shall
      be disregarded any Shares subject to an Award which has lapsed, been
      renounced or otherwise become incapable of Vesting;
  and

              


      

       

      
        	
                (c)

              	
                any Shares
      issued to a Participant following the Vesting of an Award shall be taken
      into account once only (when the Award is granted) and shall not fall out
      of account when the Shares are issued to the
  Participant.

              


      

       

      
        	
                11

              	
                Shares
      issued under Plan

              


      

       

      11.1     Rights
attaching to Shares

       

      All Shares issued
to Participants under the Plan (whether directly to the Participant or
indirectly via a trustee or other intermediary) shall, as to voting, dividend,
transfer and other rights, including those arising on a liquidation of the
Company, rank equally in all respects and as one class with the Shares of the
same class in issue at the date of issue save as regards any rights attaching to
such shares by reference to a record date prior to the date of such
issue.

       

      11.2     Availability
of Shares

       

      The Board shall at
all times have the authority under the articles of association of the Company to
(i) issue Shares to satisfy all Awards which the Board has determined will be
satisfied by the issue of Shares (whether directly to the Participant or
indirectly via a trustee or other intermediary) and (ii) to waive the
preferential subscription rights of the existing shareholders of the Company
with respect to the issue of Shares to satisfy the grant of any such Awards by
the Company.  Prior to making an Award which will be satisfied by the
transfer of Shares, the Board shall ensure that the Company has obtained the
agreement of a trustee or other intermediary on the procedures for funding the
acquisition of and delivery of such Shares.

       

      
        	
                12

              	
                Tax
      and social security withholding

              


      

       

      Where, in relation
to an Award granted under the Plan, a member of the Group is liable, or is in
accordance with current practice believed by the Company to be liable, to
account to any revenue or other authority for any sum in respect of any tax or
social security liability of the Participant, the Shares subject to an Award
which has Vested may not be issued or transferred to the Participant (as the
case may be) unless the Participant has beforehand paid to the member of the
Group an amount sufficient to discharge the liability.

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

         

      

      Alternatively, the
Participant may, by agreement with the member of the Group, enter into some
other arrangement to ensure that such amount is available to it (whether by
authorising the sale of some or all of the Shares subject to his Award and the
payment to the member of the Group of the requisite amount out of the proceeds
of sale or otherwise).

       

      
        	
                13

              	
                Contractual
      rights

              


      

       

      Notwithstanding any
other provision of the Plan:

       

      
        	
                (a)

              	
                the Plan
      shall not form part of any contract of employment between any member of
      the Group and an Eligible Employee;

              


      

       

      
        	
                (b)

              	
                unless
      expressly so provided in his contract of employment, an Eligible Employee
      has no right to be granted an
Award;

              


      

       

      
        	
                (c)

              	
                the benefit
      to an Eligible Employee of participation in the Plan (including, in
      particular but not by way of limitation, any Awards held by him) shall not
      form any part of his remuneration or count as his remuneration for the
      purpose of any employer’s contribution to any pension or other benefit
      scheme operated by a member of the Group;
and

              


      

       

      
        	
                (d)

              	
                if an
      Eligible Employee ceases to hold an office or employment within the Group,
      he shall not be entitled to compensation for the loss of any right or
      benefit or prospective right or benefit under the Plan (including, in
      particular but not by way of limitation, any Awards held by him which
      lapse by reason of his ceasing to hold an office or employment within the
      Group) whether by way of damages for unfair dismissal, wrongful dismissal,
      breach of contract or otherwise.

              


      

       

      By accepting the
grant of an Award and not renouncing it, a Participant is deemed to have agreed
to the provisions of this Rule 13.

       

      
        	
                14

              	
                Administration

              


      

       

      14.1     Board
responsible for administration

       

      The Board shall be
responsible for, and shall have the conduct of, the administration of the Plan.
The Board may from time to time make or amend regulations for the administration
of the Plan provided that such regulations shall not be inconsistent with these
Rules.

       

      14.2     Board’s
decision final and binding

       

      The decision of the
Board shall be final and binding in all matters relating to the administration
of the Plan, including but not limited to the resolution of any dispute
concerning, or any inconsistency or ambiguity in, these Rules or any document
used in connection with the Plan.

       

      14.3     Discretionary
nature of Awards

       

      All Awards shall be
granted entirely at the discretion of the Board.

       

      
        
           

        

        
          14

          
            

          

        

        
           

        

         

      

      14.4     Provision
of information

       

      The Participant
shall provide to a member of the Group as soon as reasonably practicable such
information as the member of the Group reasonably requests for the purpose of
complying with its tax and social security withholding and reporting
obligations.

       

      14.5     Shareholder
communications

       

      The Company may
send to Participants copies of any notice or other document sent by the Company
to its shareholders generally.

       

      14.6     Costs

       

      The costs of
introducing and administering the Plan shall be met by the Company. The Company
shall be entitled, if it wishes, to charge an appropriate part of such costs to
another member of the Group. The Company shall also be entitled, if it wishes,
to charge to another member of the Group the opportunity cost of issuing Shares
under the Plan to a Participant employed by that member.

       

      14.7     Variation
of Plan for foreign territories

       

      The Company may
make such modifications to the Plan as are necessary or expedient to take
account of local tax, exchange control, securities laws or other regulations in
any jurisdiction (a “Modified Plan”).  The limit on the number of
Shares which may be subject to Awards as set out in Rule 10 shall apply so as to
limit the number of Shares which may be made subject to Awards granted under a
Modified Plan and Shares subject to Awards granted under a Modified Plan shall
be included for the purpose of the limit set out in Rule 10.

       

      
        	
                15

              	
                Amendments

              


      

       

      15.1     Power
to amend Rules

       

      The Board may from
time to time amend these Rules.  No such amendment shall adversely
affect the rights of an existing Participant, except as provided in Rule
15.2.

       

      15.2     Rights
of existing Participants

       

      Without prejudice
to the terms of Rule 4.2, the Board may resolve to propose to amend the terms of
an Award Agreement to which a Participant is a party.  The proposal
shall be made by notice in writing to the Participant and such notice shall
specify the period within which the Participant must accept or refuse the
proposal.

       

      If the Company has
not received from the Participant a written notice pursuant to which the
proposal is accepted or rejected before or on the last day of the period of
acceptance, the Participant will be deemed to have rejected the
proposal.

       

      If the Participant
rejects the proposal, the Company shall have the right to terminate the Award
Agreement to which the Participant is a party, with immediate effect, within a
period of 6 months starting on the last day of the period of
acceptance.

       

      If the Participant
accepts the proposal, the Award shall then take effect subject to terms and
conditions of the Award Agreement as amended in accordance with this Rule
15.2.

       

      
        
           

        

        
          15

          
            

          

        

        
           

        

         

      

      
        	
                16

              	
                Notices

              


      

       

      16.1     Notice
by Company

       

      Save as provided
for by law any notice, document or other communication given by, or on behalf
of, the Company to any person in connection with the Plan shall be deemed to
have been duly given if delivered by hand or sent by e-mail or fax to him at his
place of work, if he is employed within the Group if sent by e-mail to such
e-mail address as may be specified from time to time, or sent through the post
in a pre-paid envelope to the postal address last known to the Company to be his
address and, if so sent, shall be deemed to have been duly given on the third
calendar day after the date of posting.

       

      16.2     Deceased
Participants

       

      Save as provided
for by law any notice, document or other communication so sent to a Participant
shall be deemed to have been duly given notwithstanding that such Participant is
then deceased (and whether or not the Company has notice of his death) except
where his personal representatives have established their title to the
satisfaction of the Company and supplied to the Company an e-mail or postal
address to which notices, documents and other communications are to be
sent.

       

      16.3     Notice
to Company

       

      Save as provided
for by law any notice, document or other communication given to the Company in
connection with the Plan shall be delivered by hand or sent by e-mail, fax or
post to the Company Secretary at the Company’s registered office or such other
e-mail or postal address as may from time to time be notified to Participants
but shall not in any event be duly given unless it is actually received at the
registered office or such e-mail or postal address.

       

      
        	
                17

              	
                Governing
      law and jurisdiction

              


      

       

      The formation,
existence, construction, performance, validity and all aspects whatsoever of the
Plan, any term of the Plan and any Award granted under it shall be governed by
the laws of the Grand-Duchy of Luxembourg.  The Luxembourg courts
shall have jurisdiction to settle any dispute which may arise out of, or in
connection with, the Plan.

       

      
        	
                18

              	
                Termination
      of Plan

              


      

       

      The Plan shall
terminate 10 years after the Adoption Date or on such earlier date as the Board
shall determine.  Following the termination of the Plan, no further
Awards shall be granted pursuant to Rule 2 or 3 but the subsisting rights and
obligations of Participants will not thereby be affected.

       

    

     

     

     16